New classes of company shares

H & W company client who own 80% of the ordinary shares along with the university who own 20% (spin out).

No dividends are paid at present as the H & W do not wish for the university to receive dividend income. The company has some key employees and these are paid high salaries along with the directors substnatial salaries.

We are considering the possibility of issuing 'B' shares to the H & W directors and 'C' shares to the key employees which will only carry a right to income (not capital or voting) at the discretion of the ordinary shareholders. These will be issued at par value but I am concerned that HMRC will argue the 'B' & 'C' shares have a value and look to charge tax on the value.

If we go down this route do readers think we could argue successfully that the new shares have no value or £1 as effectively they carry no voting rights, rights to capital or potentially income.

I appreciate new articles will need to be issued and am I missing any other paperwork that would help?

Finally I assume a form 42 would be required?

Thanks